TORONTO, June 17, 2022 (GLOBE NEWSWIRE) — Slate Office REIT (TSX: SOT.UN) (the “REIT”), an owner and operator of high-quality workplace real estate, announced today that it has received approval from the Toronto Stock Exchange (the “TSX”) to renew its existing normal course issuer bid (the “NCIB”) effective as at the open of markets on June 22, 2022 to repurchase for cancellation up to 6,252,619 trust units of the REIT (the “Units”) or approximately 10% of the public float of 62,526,190 Units as of June 14, 2022. Additionally, the REIT announced today that it has established an at-the-market equity program (the “ATM Program”) that allows the REIT to issue, at its discretion, up to $40,000,000 of Units to the public from time to time through BMO Capital Markets and RBC Capital Markets (together, the “Agents”).
Management believes it is prudent to have numerous capital allocation strategies available to it. Management may determine that using the NCIB to return capital to its unitholders at a particular time is in the best interest of the REIT, which will increase unitholder value, and that such purchases constitute a desirable use of the REIT’s funds. Additionally, management may determine that using the ATM Program at a particular time to raise capital for the REIT is in the best interest of the REIT to fund ongoing development and acquisition activities in accordance with the REIT’s investment criteria, capital expenditures, reduction of debt, and for general working capital purposes.
Normal Course Issuer Bid
As of June 14, 2022, 80,174,209 Units were outstanding. The REIT may purchase Units for cancellation over the 12-month period commencing June 22, 2022 and ending on June 21, 2023. Any purchases under the NCIB will be made through the facilities of the TSX and/or through other permitted means, including through one or more alternative Canadian trading systems, and in accordance with applicable regulatory requirements at the prevailing market price on the TSX or the applicable alternative Canadian trading system at the time of purchase or such other price as may be permitted by the TSX at the time of acquisition. Subject to certain prescribed exemptions and any block purchase made in accordance with the rules of the TSX, the number of Units that can be purchased pursuant to the NCIB is subject to a daily maximum of 55,881 Units, or approximately 25% of the average daily trading volume during the period from December 1, 2021 to May 31, 2022 (being 223,527 Units). The actual number of Units which may be purchased (if any), and the timing of any such purchases, will be determined by the REIT. Any Units purchased under the NCIB will be cancelled following purchase. The REIT intends to fund the purchases of Units under its NCIB out of the general funds of the REIT.
Under its prior normal course issuer bid that commenced on June 15, 2021 and expired on June 14, 2022, the REIT previously sought and received approval from the TSX to purchase up to 6,586,683 Units. No purchases have been made during the past 12 months under the previous normal course issuer bid.
At-The-Market Program
Distributions of Units pursuant to the ATM Program, if any, will be made in accordance with the terms of an equity distribution agreement dated June 17, 2022 (the “Equity Distribution Agreement”) entered into by the REIT and the Agents. Units issued under the ATM Program will be issued from treasury and distributed directly on the TSX, or such other recognized marketplaces to the extent permitted, at prevailing market prices at the time of sale, all in accordance with the terms of the Equity Distribution Agreement.
The ATM Program will be effective until May 29, 2023, unless earlier terminated in accordance with the terms of the Equity Distribution Agreement. The REIT currently intends to use the net proceeds from Units sold under the ATM Program, if any, to fund ongoing development and acquisition activities in accordance with the investment guidelines of the REIT, capital expenditures, reduction of debt and for general working capital purposes.
Since the Units distributed pursuant to the ATM Program, if any, will be distributed to the public at prevailing market prices at the time of sale, prices may vary among purchasers and during the period of distribution. In connection with the ATM Program, the REIT has filed a prospectus supplement dated June 17, 2022 (the “Prospectus Supplement”) to its base shelf prospectus dated April 29, 2021 (the “Shelf Prospectus”). Further details of the ATM Program are set out in the Prospectus Supplement. The Prospectus Supplement, Shelf Prospectus and Equity Distribution Agreement are each available under the REIT’s issuer profile on SEDAR at www.sedar.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Units have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, (the “1933 Act”) and may not be offered, sold or delivered, directly or indirectly, in the United States, or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the 1933 Act), except pursuant to an exemption from the registration requirements of the 1933 Act.
About Slate Office REIT (TSX: SOT.UN)
Slate Office REIT is a global owner and operator of high-quality workplace real estate. The REIT owns interests in and operates a portfolio of strategic and well-located real estate assets in North America and Europe. A majority of the REIT’s portfolio is comprised of government and high-quality credit tenants. The REIT acquires quality assets at a discount to replacement cost and creates value for unitholders by applying hands-on asset management strategies to grow rental revenue, extend lease term and increase occupancy. Visit slateofficereit.com to learn more about the REIT.
About Slate Asset Management
Slate Asset Management is a global alternative investment platform targeting real assets. We focus on fundamentals with the objective of creating long-term value for our investors and partners. Slate’s platform has a range of real estate and infrastructure investment strategies, including opportunistic, value add, core plus and debt investments. We are supported by exceptional people and flexible capital, which enable us to originate and execute on a wide range of compelling investment opportunities. Visit slateam.com to learn more.
Forward-Looking Statements
Certain information herein constitutes “forward-looking information” as defined under Canadian securities laws which reflect management’s expectations regarding objectives, plans, goals, strategies, future growth, results of operations, performance, business prospects and opportunities of the REIT. The words “plans”, “expects”, “does not expect”, “scheduled”, “estimates”, “intends”, “anticipates”, “does not anticipate”, “projects”, “believes”, or variations of such words and phrases or statements to the effect that certain actions, events or results “may”, “will”, “could”, “would”, “might”, “occur”, “be achieved”, or “continue” and similar expressions identify forward-looking statements. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.
Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable by management as of the date hereof, are inherently subject to significant business, economic and competitive uncertainties and contingencies. When relying on forward-looking statements to make decisions, the REIT cautions readers not to place undue reliance on these statements, as forward-looking statements involve significant risks and uncertainties and should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not the times at or by which such performance or results will be achieved. A number of factors could cause actual results to differ, possibly materially, from the results discussed in the forward-looking statements. Additional information about risks and uncertainties is contained in the filings of the REIT with securities regulators.
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